Common use of Due Organization, Good Standing and Power Clause in Contracts

Due Organization, Good Standing and Power. Each of the Company and its Subsidiaries (as that term is defined in Section 7.17 hereof) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and each such corporation has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have a material adverse effect on the business, properties, assets, liabilities, condition (financial or otherwise), operations or results of operations (the "Condition") of the Company and its Subsidiaries taken as a whole.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Nexstar Pharmaceuticals Inc), Agreement and Plan of Merger (Gilead Sciences Inc), Agreement and Plan of Merger (Warburg Pincus Investors Lp)

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Due Organization, Good Standing and Power. Each of the Company ----------------------------------------- and its Subsidiaries (as that term is defined in Section 7.17 hereof) is a corporation an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation organization and each such corporation entity has all requisite corporate, partnership or limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each Except as set forth in Section 3.01(a) of the Company Disclosure Letter (as defined in Section 6.14 hereof), each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in where such jurisdictions where the failure to be so qualified or licensed and in good standing would not have a material adverse effect on the business, properties, assets, liabilities, condition (financial or otherwise), operations or results of operations (the "Condition") of the Company and its Subsidiaries taken as a whole.results

Appears in 1 contract

Samples: Escrow Agreement (Ein Acquisition Corp)

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Due Organization, Good Standing and Power. Each of the Company and its the Subsidiaries (as that term is defined in Section 7.17 3.01(c)(ii) hereof) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and each such corporation has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of the Company and its the Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations or condition (financial or otherwise), operations or results of operations ) (the "Condition") of the Company and its the Subsidiaries taken as a whole.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Teva Pharmaceutical Industries Limited)

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